HomeMy WebLinkAboutStaff Report 6322
City of Palo Alto (ID # 6322)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 4/18/2016
City of Palo Alto Page 1
Summary Title: Award of Contracts to TJKM and Fehr & Peers for
Transportation Engineering and Planning Services
Title: Approval of a Four Year Contract Number C16162436 With TJKM in the
Amount of $800,000 and a Four Year Contract Number C16163381 With Feh r
and Peers in the Amount of $800,000 for Transportation Engineering Project
Support Services, Transportation Engineering Resources, and Bicycle and
Pedestrian Transportation Plan Support
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council approve and authorize the City Manager or designee to execute
a four year contract C16162436 with TJKM Transportation Consultants and a four year contract
C16163381 with Fehr and Peers (Attachments A and B) in the amount of $800,000 each for
Transportation Engineering Project Support Services, Transportation Engineering Staff
Resources, and Bicycle + Pedestrian Transportation Plan Staff Resources.
Background
The City adopted the Bicycle and Pedestrian Transportation Plan in July 2012 and has made
implementation of the Plan a priority. The plan identifies future bicycle and pedestrian
transportation facilities, including bicycle boulevards, enhanced bikeways, off-road trail
opportunities, etc. Subsequent to completion of a Request for Proposals (RFP) process, the City
identified two firms to complete several key projects and to provide Transportation Engineering
Project Support Services, Transportation Engineering Staff Resources, and Bicycle + Pedestrian
Transportation Plan Staff Resources. This staff report requests approval of contracts with TJKM
Transportation Consultants and Fehr and Peers, to provide project support services focused on
the implementation of the Bicycle and Pedestrian Transportation Plan (PL-04010) and
engineering support for transportation service requests (PL-12000-Parking & Transportation
Improvements, PL-05030 -Traffic Signal and ITS upgrade and PL-00026- Safe Routes to School).
City of Palo Alto Page 2
Discussion
The Planning and Community Environment Department requested proposals to provide
Transportation Engineering Project Support Services, Transportation Engineering Staff
Resources, and Bicycle + Pedestrian Transportation Plan Staff Resources. The ideal respondent
was identified as an experienced transportation engineering and planning firm or a project
team with the ability to provide project support services and support City transportation staff
and assist with the implementation of the Bicycle + Pedestrian Transportation Plan.
The selected consultant team(s) will provide for services including community meeting
facilitators, graphic artists (with experience in preparing transportation-focused material for
reports and community presentations), grant writers, landscape, roadway design engineers,
surveyors, traffic data collection supervisors, transportation engineers, transportation planners,
utility coordinators, and other team members who could provide on-site staff resources.
The selected consultants will review and analyze transportation service requests, draft signing
and marking plans, develop traffic signal timing plans and assist in the implementation of the
Bicycle + Pedestrian Transportation Plan and other transportation capital projects and work
requests, as needed.
Summary of Solicitation Process:
Proposal Description/Number On-Call Transportation Engineering & Planning
Proposed Length of Contract: 4 years each
Total Days to Respond to RFP: 30 days
Pre-proposal Meeting Date: February 2, 2016 via Teleconference
Number of Proposals Received: 4
Proposals Received from: Location (City, State) Selected for
oral interview?
TJKM Pleasanton, CA No
Fehr & Peers San Jose, CA No
Stantec Walnut Creek, CA No
BKF Redwood City, CA No
The proposals were judged by the following criteria:
Qualifications and experience of the staff assigned to the project;
Proposal quality and completeness;
Response time and ability to perform the work; and
Fee
The City released an (RFP) for the design of the On-call Traffic Engineering & Transportation
City of Palo Alto Page 3
Planning Project on January 22, 2016. A pre-proposal teleconference was held on February 2,
2016 to help provide background information regarding the projects. Four proposals were
received in response to the RFP. Staff from Transportation reviewed the proposals and
recommended selection of two of the consultant teams, TJKM and Fehr and Peers, based on
proposal content and criteria identified in the RFP and their superior knowledge of traffic
engineering and the ability to complete the projects in a timely fashion.
Staff feels that both TJKM and Fehr and Peers Consultants demonstrated successful completion
of various traffic studies, implementation and development of the City’s bicycles projects.
Both TJKM and Fehr and Peers demonstrated strong skills in completing similar traffic
engineering projects. The proposed candidates for the Project Support Engineering and
Planning Services role demonstrated strong skills in AutoCAD and Microstation for the
development of signing and striping plans that would include innovative bicycle and pedestrian
facility design.
Timeline
Immediately upon execution of a contract, staff will meet with each of the Consultant teams to
begin work.
Resource Impact
Funding in the amount of $400,000 is available in the Fiscal Year 2016 Adopted Capital
Improvement Program (CIP) Budget to cover the first year of this work. Budget for additional
years is included in the proposed CIP budget over the next three years through various
transportation-focused projects, including PL-00026 (Safe Routes to School), PL-04010 (Bicycle
& Pedestrian Transportation Plan – Implementation Project), PL-12000 (Parking &
Transportation Improvements), and PL- 05030 (Traffic Signal and ITS upgrade).
Policy Implications
The City’s Comprehensive Plan recommends that the City strive to accommodate all modes of
travel in its street system. These contracts are consistent with the following goals and policies:
Goal T-3: Facilities, Services and Programs that encourage and promote walking and bicycling.
Goal T-4: An efficient Roadway Network is provided for all users, including motor vehicles,
transit vehicles, bicyclists and pedestrians
Program T-18: Develop and periodically update a comprehensive bicycle plan.
Policy T-14: Improve pedestrian and bicycle access to and between local destination, including
public facilities, schools, parks, open space, employment districts, shopping Centers and multi
modal transit stations.
City of Palo Alto Page 4
Policy T-29: Make effective use of the traffic carrying ability of Palo Alto’s major street network
without compromising the need of pedestrians and bicyclists also using this network.
Environmental Review
Approval of these contracts is exempt from environmental review under the California
Environmental Quality Act (CEQA) because it can be seen with certainty that the contract
approval will not have a significant effect on the environment. Additional environmental
review may be required and will be completed as necessary for specific projects utilizing
consultant services under these contracts.
Attachments:
Attachment A: TJKM Contract #C16162436 (PDF)
Attachment B: Fehr & Peers Contract #C16163381 (PDF)
Professional Services
Rev. March 31, 2015
CITY OF PALO ALTO CONTRACT NO. C16162436
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
TJKM TRANSPORTATION CONSULTANTS
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 5th day of April, 2016, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and TJKM TRANSPORTATION CONSULTANTS, a California corporation, located
at 4305 Hacienda Drive, Suite 550, Pleasanton, CA. 94588, Telephone (925) 463-
0611("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to provide on-call transportation engineering services (“Project”) and
desires to engage a consultant to services in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
On-Call Provision (This provision only applies if checked and only applies to on-call
agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-
1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
DocuSign Envelope ID: C9E27BA9-580C-44B9-9E25-2214AFBAAC16 ATTACHMENT A
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SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through April 4, 2020
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both
payment for professional services and reimbursable expenses, shall not exceed Eight Hundred
Thousand Dollars ($800,000.00). The applicable rates and schedule of payment are set out at
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of
this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
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similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or
other design documents to construct the Project, CONSULTANT shall be obligated to correct
any and all errors, omissions or ambiguities discovered prior to and during the course of
construction of the Project. This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
Alta Planning + Design
100 Webster Street, Suite 300
Oakland, CA 94607
Phone: 510.788.6881
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
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subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign as the Chris
Kinzel as Principal in Charge to have supervisory responsibility for the performance, progress,
and execution of the Services and Nayan Amin as the Project Manager to represent
CONSULTANT during the day-to-day work on the Project. If circumstances cause the
substitution of the project director, project coordinator, or any other key personnel for any
reason, the appointment of a substitute project director and the assignment of any key new or
replacement personnel will be subject to the prior written approval of the CITY’s project
manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY
finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat
to the adequate or timely completion of the Project or a threat to the safety of persons or
property.
CITY’s project manager is Shahla Yazdy, Planning & Community Environment Department,
Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-
3151. The project manager will be CONSULTANT’s point of contact with respect to
performance, progress and execution of the Services. CITY may designate an alternate project
manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss,
including all costs and expenses of whatever nature including attorneys fees, experts fees, court
costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or
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contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is
primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business
days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
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CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
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at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age,
religion, disability, national origin, ancestry, sexual orientation, housing status, marital status,
familial status, weight or height of such person. CONSULTANT acknowledges that it has read
and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to
Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements:
All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITY’s Project Manager. Any submitted materials printed
by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
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Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term,
condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
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25.8 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
direct marketing purposes without City’s express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
APPROVED AS TO FORM:
TJKM TRANSPORTATION
CONSULTANTS
Attachments:
EXHIBIT “A”: SCOPE OF WORK
EXHIBIT “A-1” ON CALL TASK ORDER
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
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President
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EXHIBIT “A”
SCOPE OF SERVICES
CONSULTANT will act as CITY’s technical on-call traffic consultant will be to focus on
providing support and coordination to successfully fulfill technical expertise, technical studies,
including sound scope development and schedule requirements.
CONSULTANT general approach is as follows:
Initiation of Work Assignments - CITY will notify CONSULTANT Project Manager of a
proposed or possible task assignment. Based on the type of work involved, CONSULTANT will
identify one or more choices of team for the assignment, and provide these recommendations to
the City of Palo Alto. CONSULTANT will be available to meet with the CITY Project Manager,
to discuss the team for the assignment and make necessary changes based on the input received.
Preparation of Work Plans and Initiation of Task Orders - CITY will provide the proposed
study objectives and expectations, including any specialized needs and schedule requirements.
CONSULTANT will work with CITY Project Manager to confirm the requirements, and refine
or clarify assumptions or expectations, including needed information from CITY.
CONSULTANT will coordinate with CITY to achieve approval of the task order, and no work
will proceed until the task order is signed and a notice to proceed is issued. As appropriate, a
work plan will be developed at the initiation of the task order, or the task order itself will
function as the work plan. A project schedule will be developed that identifies key milestones,
including delivery dates and incorporation of the City of Palo Alto review times, and if
applicable other regulatory agency review periods.
Monitoring Progress of Assignment - CONSULTANT will provide objective-based
performance monitoring on all projects. The budget and schedule for tasks identified in the Work
Plan for each task order will be entered into CONSULTANT in-house, accounting system that
allows both CONSULTANT and the Task Order Leaders to monitor budget and schedule
performance. Coordination may include scheduled technical briefings with CITY staff. Progress
reports for each assignment under this contract will be prepared monthly.
Deliverables - As assigned deliverables are prepared, CONSULTANT will provide an
independent, documented technical and peer review by qualified in-house staff. Following the
peer review, documents will be provided to CITY for review. CITY comments will be addressed
and incorporated into the draft deliverable(s). CONSULTANT will use comment matrices to list
each comment and how and where it is addressed. These comment matrices provide an additional
documentation of the QA/QC process. As appropriate, documents will be provided in paper and
electronic formats in accordance with the contract/task order.
Outlined below are typical processes CONSULTANT will follow for each of the project areas
identified by the City of Palo Alto.
1. Staff Augmentation – CONSULTANT will provide staff augmentation services to CITY on
as needed basis.
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2. General Transportation and Planning - CONSULTANT will collect existing data, validate
future conditions, conduct analyses, develop the infrastructure needs and provide
recommendations for General Transportation and Planning projects.
3. Traffic Impact Studies for Environmental Documents – CONSULTANT will adhere to
the requirements of City of Palo Alto for conducting traffic impact studies within the City of
Palo Alto. CONSULTANT will first participate in a meeting with the City of Palo Alto to
obtain the details of the project being proposed and to work through the specific requirements
of the particular traffic study.
4. Traffic Calming Studies and Design – CONSULTANT will investigate the need for
neighborhood traffic calming, conduct analysis and recommend a plan for community
discussion and potential adoption.
5. Traffic Operations – CONSULTANT will collect existing data, evaluate levels of service at
intersections and along roadway sections, prepare detailed traffic simulation analyses of
intersections, roundabouts and freeway interchanges, evaluate the need for upgrading
geometric design, and examine the need for revised roadway signing, striping and markings.
6. Traffic Signal Design – CONSULTANT will inventory existing conditions, develop base
maps and prepare plans, specifications and estimates for traffic signals at 35%, 60%, 90%
and Final.
7. Traffic Signal Timing and Review – CONSULTANT will collect existing data, develop a
model for existing conditions, evaluate signal timing parameters, optimize signal timings,
and implement and fine-tune optimized timing plans.
8. Intelligent Transportation Systems – CONSULTANT will inventory existing conditions,
develop base maps and prepare plans, specifications and estimates for traffic signals at 35%,
60%, 90% and Final. CONSULTANT will also conduct feasibility studies for ITS related
projects.
9. Multimodal Planning and Design – CONSULTANT will inventory existing bicycle and
pedestrian volumes as a part of multimodal planning studies and design projects, analyze
impacts, develop recommendations and alternatives, conduct outreach and prepare
deliverables.
10. Safe Routes to School – CONSULTANT will conduct meeting with school stakeholders,
collect background data, field inventory existing infrastructure, conduct walking/bicycling
audits, and identify operational and physical improvement measures.
11. Transportation Demand Management (TDM) – CONSULTANT will develop an
understanding of the priorities for various potential elements of a TDM program,
highlighting measures that best match the City of Palo Alto’s needs or provide early
opportunities for measurable success, and noting any measures that appear problematic for
the City of Palo Alto. CONSULTANT will also: take stock of any existing TDM programs
and services, which may be available through the City of Palo Alto, or large employers;
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identify key community groups that could help support TDM measures; and investigate
opportunities for education and social network marketing to the public.
12. Traffic Forecasting – CONSULTANT will use the latest version of the City’s or County’s
Travel Demand model to determine future volumes and to help in determining traffic
distribution of proposed projects. If appropriate, CONSULTANT will update the model
itself, should that be a potential assignment from the City of Palo Alto. In using the model for
traffic impact studies, CONSULTANT might suggest refining either the roadway network or
the traffic analysis zone (TAZ) structure, if appropriate for the project. CONSULTANT will
examine the land use in the relevant zone(s) and make adjustments as required based on the
proposed project’s land use and its conformance to the land use already contained in the
model.
13. Grant Applications – CONSULTANT will meet with CITY staff to gain a thorough
understanding of each project for which grant funds are desired, will conduct field
investigations, develop design concepts, and prepare drawings and cost estimates for the
proposed improvements as needed to support the grant applications. If required for a
particular grant application, such as for TDA Article 3 funds, CONSULTANT will prepare
detailed plans (e.g. signing and pavement delineation plans to add bike lanes) as appropriate
to successfully qualify the project as “construction-ready.” CONSULTANT will be available
to complete all of the work on grant applications to meet any tight deadlines set by the
funding agency. If the selection process includes oral presentations, CONSULTANT would
present the City of Palo Alto’s proposed projects to the selection panel.
14. Public Hearings, Meetings and Workshops – CONSULTANT will attend public hearings
as requested by the City of Palo Alto.
Project Management Plan
CONSULTANT will use project management plan that will be used on these projects is based on
proven management and administrative systems developed to enhance communication among
the City of Palo Alto, the CONSULTANT Project Manager (Nayan Amin) and team members,
and other affected agencies. This management approach has been used successfully on numerous
projects throughout California. CONSULTANT project management plan has the following
elements:
Work Plan
CONSULTANT will prepare a Work Plan for all projects, large and small. Upon receipt of a
Notice-to-Proceed, CONSULTANT in consultation with the CITY will propose an overall
project work plan that includes detailed work elements for each team specialty. CONSULTANT
work plan will typically include: definition of the project purpose, task objectives, scope of
services, staffing, coordination requirements, deliverables, budget, schedule, and monitoring and
reporting procedures.
Coordination and Communication
Frequent and effective communication among City, other local jurisdictions (as agreed with the
City of Palo Alto), and the CONSULTANT will occur to maintain the project schedule and
ensure a quality product. The key to the success of on-call tasks is an integrated team approach.
CONSULTANT will maintain close communication with CITY’s Project Manager by personal
contact, telephone, written communications, and meetings. Consultant will conduct scheduled
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monthly progress meetings. CONSULTANT Project Manager will meet with CITY’s Project
Manager monthly to discuss project issues, status, schedule, budget and invoicing items.
CONSULTANT team will maintain regular contact with CITY staff to ensure clear
communication on project tasks, products, meetings, and schedule.
Specifically, CONSULTANT will:
Participate in conference calls and meet with the City of Palo Alto staff, as needed at key
stages during the project to review ideas, products, deliverables, project status and overall
project direction and budget.
Manage all aspects of the project to maintain project schedule and budget, maintain
continuous liaison with the City of Palo Alto.
Prepare and submit monthly progress status updates to the City of Palo Alto. The reports will
include: progress of work, updated project schedule, information/decisions required to
maintain schedule and complete deliverables, problems encountered that may affect
schedule, budget or work products and anticipated work products for the following month.
Cost Control
CONSULTANT will control project costs by monitoring on a task level basis. Detailed task level
will be rolled up into milestone summaries and a project summary. Cost control reporting to
CITY’s Project Manager will be implemented through the invoicing process. Progress reports
will also be included to relay information on project progress and critical issues.
Schedule Control
CONSULTANT will break down the project work scope by function and separated into defined
tasks. Tasks will be linked logically and will be sufficiently detailed to allow for realistic
representation of the project. Project progress will also be monitored by percent complete for
each task.
Quality Control
QA/QC Procedures – CONSULTANT will utilize Quality Assurance Procedures throughout
the life of the Project. Quality Control will start at the proposal and scope definition stage and
continue through the completion of all assignments. To assure that errors, omissions and
ambiguities in submittals are limited to an absolute minimum, the responsibilities for technical
review, peer review/coordination checking, and technical audit functions will be assigned to the
appropriate Consultant Team members.
Additional Tasks Include:
Transportation Engineering Project Support Services - CONSULTANT team to provide for
various small spot improvement projects, including, but not limited to:
a. bikeway intersection treatment plans
b. collision diagrams
c. cross-section graphics and photo simulations of project alternatives
d. crosswalk signing and striping plans
e. parking occupancy surveys
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f. pavement marking plans
g. peer review of transportation impact analyses
h. review and preparation of temporary traffic control plans
i. stamped and signed plans, specifications and estimates
j. traffic sign design services
k. traffic signal plans
l. traffic signal timing plans
m. transportation impact analyses
n. other transportation engineering and planning tasks as needed
CONSULTANT’s team to provide an Engineer to review, analyze and address work requests
submitted through the Palo Alto 311 system and other channels. CONSULTANT should have
three to five years of relevant experience, or equivalent education and experience, and will work
on-site with City staff for a minimum of one day per week to start; which may lead to half- or
full-time staff resource over the course of the current fiscal year. CONSULTANT should be able
to create simple graphics on his/her own and develop AutoCAD-based improvement plans
without substantial training by CITY or regular use of additional consultant-team resources.
CONSULTANT should also have the ability to prepare, stamp and sign plans, specifications and
estimates or have access to an Engineer with the ability to prepare, stamp and sign plans,
specifications and estimates.
Time and expense for travel to and from CITY as part of this task will not be considered
reimbursable expenses under this contract.
Bicycle + Pedestrian Transportation Plan Staff Resource – CONSULTANT team to also provide
an Engineer, Planner and/or Project Manager to assist with implementation of the adopted Palo
Alto Bicycle + Pedestrian Transportation Plan. The plan identifies future bicycle and pedestrian
transportation facilities including bicycle boulevards, enhanced bikeways, shared-use paths, and
other improvements. The CONSULTANT Engineer, Planner and/or Project Manager will
provide staff resource to assist in the preparation of bikeway Concept Plans, development of
signage and striping plans, community meeting facilitation, construction document preparation,
project bidding, and planning and designing other improvements, as required. CONSULTANT
Engineer, Planner and/or Project Manager should have three to five years of relevant experience,
or equivalent education and experience, and will work on-site with City staff for a minimum of
one day per week to start; perhaps leading to half- or full-time staff resource over the course of
the current fiscal year.
Time and expense for travel to and from the City of Palo Alto as part of this task will not be
considered reimbursable expenses under this contract.
Additional Tasks:
Additional Transportation Planning tasks that may be included under this contract include:
1. Assist with public outreach and meeting facilitation
2. Conduct site visits and obtain measurements and photographs
3. Perform transportation modeling
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4. Perform transportation planning studies
5. Prepare grant funding applications and associated attachments and exhibits
6. Provide other transportation planning related professional services as required
Additional Transportation Engineering tasks for various small spot improvement projects that
may be included under this contract include:
1. Intelligent transportation systems planning
2. Perform traffic engineering studies and reports
3. Perform traffic signal coordination timing analysis using Syncro, SimTraffic and/or
VisSim
4. Prepare traffic signal plans, specifications and estimates
5. Prepare transportation engineering plans, specifications and estimates
6. Provide other transportation engineering related professional services as required
Additional Roadway/Highway Engineering tasks for various small spot improvement projects
that may be included under this contract include:
1. Perform utility coordination activities
2. Prepare agreements
3. Prepare engineering land surveys
4. Prepare landscaping plans, specifications and estimates
5. Prepare roadway/highway engineering plans, specifications and estimates
6. Right-of-way requirement maps
7. Provide other roadway/highway engineering related professional services as required
All plans shall be prepared and submitted using latest AutoCAD software.
Preparation of transportation impact analyses for other clients within the City of Palo Alto may
disqualify the CONSULTANT from completing transportation impact analyses and conducting
peer review of transportation impact analyses under this contract.
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EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the
Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by
this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel
required by this Task Order as described below.
CONTRACT NO. ISSUE DATE
Purchase Requisition No.
1A. MASTER AGREEMENT NUMBER
1B. TASK ORDER NO.
2. CONSULTANT
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT $__________________________________
5. BUDGET CODE: _______________
COST CENTER_________________ COST ELEMENT______________ WBS/CIP___
_______PHASE___
6. CITY PROJECT MANAGER’S
NAME/DEPARTMENT_________________________________________
7. DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost)
8. ATTACHMENTS: A: Scope of Services B: __________________________________
-----------------------------------------------------------------------------------------------------------------------------------
I hereby authorize the performance of I hereby acknowledge receipt and acceptance
the work described above in this Task Order. of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED: APPROVED:
CITY OF PALO ALTO COMPANY NAME: ______________________
BY:__________________________________ BY:____________________________________
Name ________________________________ Name __________________________________
Title_________________________________ Title___________________________________
Date _________________________________ Date ___________________________________
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
(Not Applicable - On-Call Services)
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed
$800,000.00. CONSULTANT agrees to complete all Services, including reimbursable
expenses, within this amount. Any work performed or expenses incurred for which
payment would result in a total exceeding the maximum amount of compensation set forth
herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees. Time and expense for travel to
and from the City of Palo Alto will not be considered reimbursable expenses under this
contract.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense shall be approved in advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written
authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s
request, shall submit a detailed written proposal including a description of the scope of
services, schedule, level of effort, and CONSULTANT’s proposed maximum
compensation, including reimbursable expenses, for such services based on the rates set
forth in Exhibit C-1. The additional services scope, schedule and maximum
compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager
and CONSULTANT prior to commencement of the services. Payment for additional
services is subject to all requirements and restrictions in this Agreement.
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EXHIBIT “C-1”
HOURLY RATE SCHEDULE
Labor Categories
Skill Set Hourly
Rate
Principal Planning/Design/Engineering/Operations ‐ Advisory
Expertise $250.00
Director Planning/Design/Engineering/Operations ‐ Management,
Facilitation, Technical Expertise $230.00
Senior Project Manager Planning/Design/Engineering/Operations ‐ Management,
Facilitation, Technical Expertise $210.00
Project Manager Planning/Design/Engineering/Operations ‐ Management,
Facilitation, Technical Expertise, On‐Call Staff
Augmentation
$180.00
Senior Transportation
Engineer
Planning/Design/Engineering/Operations ‐ Management,
Facilitation, Technical Expertise, On‐Call Staff
Augmentation
$165.00
Engineer Planning/Design/Engineering/Operations ‐ Production,
Facilitation, Technical Expertise, On‐Call Staff
Augmentation
$145.00
Assistant Engineer Planning/Design/Engineering/Operations ‐ Production,
Facilitation, Technical Expertise, On‐Call Staff
Augmentation
$125.00
Transportation Planner Planning/Design/Engineering/Operations ‐ Production,
Facilitation, Technical Expertise, On‐Call Staff
Augmentation
$120.00
Graphics Designer Graphics $110.00
Technical Staff Planning/Design/Engineering/Operations ‐ Production,
Facilitation, Technical Expertise $80.00
Technical Staff II Planning/Design/Engineering/Operations ‐ Production,
Facilitation, Technical Expertise $80.00
Administrative Staff Project Coordination, Word Processing $80.00
Production Staff Production $55.00
The above rates are fully loaded hourly rates. The above rates are valid through December 31st, 2016. The rates
shall be increased on an average by 3 to 4% maximum per year after December 31st, 2016 to reflect adjustment
in salaries due to increase in cost of living. CONSULTANT shall not to mark‐up subconsultants invoices.
For any data to be collected in the field, CONSULTANT shall bill City of Palo Alto at the following rates:
Peak Period Turning Movement Counts (vehicular,
pedestrian and bicycles) for 2‐hour peak period ‐ $ 140 per
peak period per location.
Peak Period Turning Movement Counts (vehicular,
pedestrian and bicycles) for 2‐hour peak period with video ‐
$ 200 per peak period per location.
Peak Period Freeway Counts ‐ $ 180 per peak period per location.
24‐Hour bi‐directional counts (for seven days) along arterials ‐ $ 250 per location.
24‐Hour bi‐directional counts (for seven days) along ramps ‐ $ 300 per location.
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Labor Category 1a $295 Senior Principal
Labor Category 1b $250 Principal
Labor Category 1c $225 Principal
Labor Category 2 $200 Principal
Labor Category 3 $190 Principal, Senior Associate
Labor Category 4 $175 Principal, Senior Associate
Labor Category 5 $165 Principal, Senior Associate
Labor Category 6 $160 Principal, Senior Associate
Labor Category 7 $155 Principal, Senior Associate
Labor Category 8 $148 Senior Associate, Associate
Labor Category 9 $140 Senior Associate, Associate
Labor Category 10 $135 Senior Associate, Associate
Labor Category 11 $130 Associate, Senior
Labor Category 12 $125 Associate, Senior
Labor Category 13 $115 Associate, Senior
Labor Category 14 $105 Senior, Level I
Labor Category 15 $98 Senior, Level I
Labor Category 16 $90 Level I, Level II
Labor Category 17 $80 Level I, Level II
Labor Category 18 $68 Administration
Labor Category 19 $62 Intern
The charges per hour for Labor Categories 1a through 19, shown above are effective through
December 31, 2016 and subject to revision annually thereafter.
In-house reproductions will be charged as follows:
Color copies $0.50/ page
Black and white copies $0.10/page
24" x 36" large format $15.00/sheet
36" x 48" large format $30.00/sheet
Labor Category Rate General Classifications
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT
INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRE
D TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,
AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A
TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE EMAILED TO:
InsuranceCerts@CityofPaloAlto.org
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CITY OF PALO ALTO CONTRACT NO. C16163381
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND FEHR & PEERS
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 18th day of April, 2016, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and FEHR & PEERS, a California corporation, located at 675 W. Santa Clara Street,
Suite 675, San Jose, California, 95136 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to provide on-call transportation engineering services (“Project”) and
desires to engage a consultant to services in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-
call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-
1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
DocuSign Envelope ID: C4B62FC1-521E-4226-A591-C5D2B5203367 ATTACHMENT B
Professional Services
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SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through April 17, 2020
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both
payment for professional services and reimbursable expenses, shall not exceed Eight Hundred
Thousand Dollars ($800,000.00). The applicable rates and schedule of payment are set out at
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of
this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
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similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or
other design documents to construct the Project, CONSULTANT shall be obligated to correct
any and all errors, omissions or ambiguities discovered prior to and during the course of
construction of the Project. This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
Mark Thomas & Company
1960 Zanker Road
San Jose, CA. 95112
Callander Associates
311 7th Avenue
San Mateo, CA. 94401
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CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Matt Haynes as
the Principal in Charge to have supervisory responsibility for the performance, progress, and
execution of the Services and Steve Davis as the Project Manager to represent CONSULTANT
during the day-to-day work on the Project. If circumstances cause the substitution of the project
director, project coordinator, or any other key personnel for any reason, the appointment of a
substitute project director and the assignment of any key new or replacement personnel will be
subject to the prior written reasonable approval of the CITY’s project manager.
CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY reasonably
finds does not perform the Services in an acceptable manner, are uncooperative, or present a
threat to the adequate or timely completion of the Project or a threat to the safety of persons or
property.
CITY’s project manager is Shahla Yazdy, Planning & Community Environment Department,
Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-
3151. The project manager will be CONSULTANT’s point of contact with respect to
performance, progress and execution of the Services. CITY may designate an alternate project
manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss,
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including all costs and expenses of whatever nature including attorneys fees, experts fees, court
costs and disbursements (“Claims”) that arise out of, the negligence, recklessness, or willful
misconduct of CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is
primary coverage and will not be canceled, by the insurer except after filing with the Purchasing
Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer
cancels or modifies the insurance and provides less than thirty (30) days’ notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT’s receipt of
such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire
term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
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provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
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To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age,
religion, disability, national origin, ancestry, sexual orientation, housing status, marital status,
familial status, weight or height of such person. CONSULTANT acknowledges that it has read
and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to
Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements:
All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITY’s Project Manager. Any submitted materials printed
by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
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packaging. A copy of this policy is on file at the Purchasing Division’s office.
Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term,
condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
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25.8 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
direct marketing purposes without City’s express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
APPROVED AS TO FORM:
FEHR & PEERS
Attachments:
EXHIBIT “A”: SCOPE OF WORK
EXHIBIT “A-1” ON CALL TASK ORDER
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
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EXHIBIT “A”
SCOPE OF SERVICES
CONSULTANT will provide CITY with on-call services and staff resource support request
using a similar approach we have used on other on-call service assignments. CONSULTANT
will review requirements of each project or task identified as part of this contract with CITY.
CONSULTANT will prepare a scope and not-to-exceed fee for each specific task for review and
approval by CITY.
CONSULTANT Project Manager and will coordinate the on-call transportation engineering,
Bicycle + Pedestrian Transportation Plan, and supplemental support CONSULTANT and
SUBCONSULTANT staff resources.
TRANSPORTATION ENGINEERING STAFF RESOURCE
CONSULTANT will provide a Transportation Engineering Staff Resource Task Leader who will
be available for 40% time (16 hours per week) including up to 16 hours to be spent at CITY. If
needed, CONSULTANT will provide supplemental support staff in addition to the Task Leader
to increase our commitment to one full-time equivalent (FTE) of staffing on transportation
engineering projects for CITY. Supplemental staff resources would primarily work at
CONSULTANT offices, but would make use of available technology to maintain close contact
with CITY and be available to travel to CITY offices as required for project tasks or
coordination. Support staff will provide supplemental services related to transportation
engineering, graphics, GIS, CAD, and other tasks identified by CITY.
CONSULTANT Engineer tasks will be to review, analyze and address work requests submitted
through the Palo Alto 311 system and other channels. CONSULTANT should have three to five
years of relevant experience, or equivalent education and experience, and will work on-site with
City staff. CONSULTANT will create simple graphics on his/her own and develop AutoCAD-
based improvement plans without substantial training by the City or regular use of additional
consultant-team resources. CONSULTANT will prepare, stamp and sign plans, specifications
and estimates or have access to an Engineer with the ability to prepare, stamp and sign plans,
specifications and estimates.
Time and expense for travel to and from the City of Palo Alto as part of this task will not be
considered reimbursable expenses under this contract.
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BICYCLE + PEDESTRIAN TRANSPORTATION PLAN STAFF RESOURCE
CONSULTANT will provide a Bicycle + Pedestrian Transportation Plan Staff Resource Task
Leader who will be available for 40% time (16 hours per week) including up to 16 hours per
week to be spent at CITY. If needed, CONSULTANT will provide supplemental support staff in
addition to the Task Leader to increase our commitment to one full-time equivalent (FTE) of
staffing on bicycle and pedestrian planning projects for CITY. Supplemental staff resources
would primarily work at CONSULTANT offices, but would make use of available technology to
maintain close contact with CITY and be available to travel to CITY offices as required for
project tasks or coordination. Support staff will provide supplemental services related to
transportation planning, graphics, GIS, CAD, and other tasks identified by CITY.
CONSULTANT to provide an Engineer, Planner and/or Project Manager to assist with
implementation of the adopted Palo Alto Bicycle + Pedestrian Transportation Plan. The plan
identifies future bicycle and pedestrian transportation facilities including bicycle boulevards,
enhanced bikeways, shared-use paths, and other improvements. The CONSULTANT Engineer,
Planner and/or Project Manager will provide staff resource to assist in the preparation of bikeway
Concept Plans, development of signage and striping plans, community meeting facilitation,
construction document preparation, project bidding, and planning and designing other
improvements, as required. CONSULTANT Engineer, Planner and/or Project Manager should
have three to five years of relevant experience, or equivalent education and experience, and will
work on-site with City staff for a minimum of one day per week to start; perhaps leading to half-
or full-time staff resource over the course of the current fiscal year.
Time and expense for travel to and from the City of Palo Alto as part of this task will not be
considered reimbursable expenses under this contract.
SUPPLEMENTAL SUBCONSULTANT SUPPORT
CONSULTANT will coordinate project support in the following areas:
Civil/roadway design
Surveying
Utility coordination.
Landscape architecture
Community outreach efforts
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Project support will be provided as required by specific tasks or project needs identified by
CITY. Scope and not-to-exceed fee for each specific task will be agreed upon by CITY,
CONSULTANT, and SUBCONSULTANT prior to start of work.
ADDITIONAL PROJECT TASKS
CITY may request CONSULTANT perform various transportation engineering and planning
tasks in addition to those discussed above as part of this on-call contract. Additional tasks that
may be requested under this contract include:
Assist with public outreach and meeting facilitation
Conduct site visits and obtain measurements and photographs
Perform transportation modeling
Perform transportation planning studies
Prepare grant funding applications and associated attachments and exhibits
Provide other transportation planning related professional services as required
Intelligent transportation systems planning
Perform traffic engineering studies and reports
Perform traffic signal coordination timing analysis using Synchro, SimTraffic and/or
VISSIM
Prepare traffic signal plans, specifications and estimates
Prepare transportation engineering plans, specifications and estimates
Provide other transportation engineering related professional services as required
Perform utility coordination activities
Prepare agreements
Prepare engineering land surveys
Prepare landscaping plans, specifications and estimates
Prepare roadway/highway engineering plans, specifications and estimates
Right-of-way requirement maps
Provide other roadway/highway engineering related professional services as required
Scope and fee for additional tasks would be developed by CONSULTANT and coordinated with
CITY upon receipt of the request. CONSULTANT will designate appropriate staff resources for
each additional task based upon the needs of the project.
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EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the
Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by
this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel
required by this Task Order as described below.
CONTRACT NO. ISSUE DATE
Purchase Requisition No.
1A. MASTER AGREEMENT NUMBER
1B. TASK ORDER NO.
2. CONSULTANT
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT $__________________________________
5. BUDGET CODE: _______________
COST CENTER_________________ COST ELEMENT______________ WBS/CIP___
_______PHASE___
6. CITY PROJECT MANAGER’S
NAME/DEPARTMENT_________________________________________
7. DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost)
8. ATTACHMENTS: A: Scope of Services B: __________________________________
-----------------------------------------------------------------------------------------------------------------------------------
I hereby authorize the performance of I hereby acknowledge receipt and acceptance
the work described above in this Task Order. of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED: APPROVED:
CITY OF PALO ALTO COMPANY NAME: ______________________
BY:__________________________________ BY:____________________________________
Name ________________________________ Name __________________________________
Title_________________________________ Title___________________________________
Date _________________________________ Date ___________________________________
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
(On-call Services Not Applicable)
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1. Notwithstanding any provision to the contrary, after the
first year of service, CONSULTANT may increase the rates annually. Increases may not
exceed 6% per year. Increases will require prior CITY approval.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed
$800,000.00. CONSULTANT agrees to complete all Services, including reimbursable
expenses, within this amount. Any work performed or expenses incurred for which
payment would result in a total exceeding the maximum amount of compensation set forth
herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $100.00 shall be approved in
advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written
authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s
request, shall submit a detailed written proposal including a description of the scope of
services, schedule, level of effort, and CONSULTANT’s proposed maximum
compensation, including reimbursable expenses, for such services based on the rates set
forth in Exhibit C-1. The additional services scope, schedule and maximum
compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager
and CONSULTANT prior to commencement of the services. Payment for additional
services is subject to all requirements and restrictions in this Agreement.
DocuSign Envelope ID: C4B62FC1-521E-4226-A591-C5D2B5203367
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EXHIBIT “C-1”
HOURLY RATE SCHEDULE
Staff Project Role / Labor Category Skill Set Hourly Rate
Matt Haynes Principal-In-Charge Sustainable transportation, mobility
and planning studies $255
Robert Eckols Associate-In-Charge Local expertise, sustainable
transportation, planning studies $245
Steve Davis Project Manager /
Senior Engineer
Transportation and bike/ped design,
operations studies $165
Henry Choi Task Leader, Engineering Staff
Resource / Engineer
Transportation design and planning
studies $115
Sarah Peters Task Leader, Bicycle+ Pedestrian
Plan Resource / Planner
TDM, bike/ped, and multimodal
studies, community engagement $140
Ashley Brooks Engineer Transportation design, traffic impact
and planning studies $140
David
Wasserman Planner Planning studies, GIS analysis,
advanced graphics $115
Debbie Doolan CAD Specialist AutoCAD design and drafting, graphics $140
Ryan McClain Pedestrian & Bicycle Expert /
Associate
Operations, bike/ped planning and
Complete Streets design $205
Suzanne Luckjiff Design Expert / Associate Traffic signal, lighting, ITS, and signing
& striping design $210
Mark Thomas & Company Staff
Admas Zewdie Project Manager, Civil Lead Civil/roadway design, utility design and
coordination $252
Matt Stringer Surveying Lead Base map, GPS, and control surveys for
design projects $210
Callander Associates Staff
Marie Mai Project Manager Landscape architecture, graphic
design, community engagement $168
Brian Fletcher Principal Landscape architecture, graphic
design, community engagement $190
DocuSign Envelope ID: C4B62FC1-521E-4226-A591-C5D2B5203367
Professional Services
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Classification Hourly Rate
Principal $195.00 - $335.00
Senior Associate $200.00 - $320.00
Associate $130.00 - $220.00
Senior Engineer/Planner $140.00 - $200.00
Engineer/Planner $110.00 - $155.00
Senior Technical Support $125.00 - $185.00
Senior Administrative Support $110.00 - $150.00
Administrative Support $100.00 - $135.00
Technician $105.00 - $145.00
Intern $80.00 - $100.00
Other Direct Costs / Reimbursable expenses are invoiced at cost plus 10% for handling.
After the first year of service, CONSULTANT may increase the rates annually. Increases may not exceed 6%
per year. Increases will require prior CITY approval.
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT
INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRE
D TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,
AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF
CANCELATION OF COVERAGE; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT FOR THE GENERAL LIABILITY POLICY
PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN
(10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE EMAILED TO:
InsuranceCerts@CityofPaloAlto.org
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